


This Woman's Work

by Unknownalias



Category: Spider-Man - All Media Types, The Avengers (Marvel) - All Media Types
Genre: Father-Son Relationship, Gen, No Avengers: Endgame (Movie) Spoilers, Not Canon Compliant, Tony Stark Acting as Peter Parker's Parental Figure, YOLO, errors grammatical or otherwise are my own, hard knock life
Language: English
Status: Completed
Published: 2019-03-10
Updated: 2019-05-05
Packaged: 2019-11-15 04:02:41
Rating: General Audiences
Warnings: Major Character Death
Chapters: 9
Words: 19,024
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/18066239
Author URL: https://archiveofourown.org/users/Unknownalias/pseuds/Unknownalias
Summary: When Aunt May is diagnosed with incurable breast cancer, Peter and her resolve to make the most of it. Tony and the others help with this.





	1. This Woman's Work by Greg Laslow

**Author's Note:**

> I have about 8 chapters planned, will try to post once a week.

Peter was on the subway texting Ned about his most recent Spiderman activities, when a text from Aunt May came through.

“Can you make it home early today?”

Peter brows furrowed because it was rare for May to be home right now. Part of why he’d planned on Spirdermanning till dinner. Sighing a little at having to go home first he texted back, “Sure I’m headed there now.”

“Good. See you when you get here.”

Peter wondered about why she was having him home early for the rest of the trip. Soon enough he was home, letting himself in and stopping short when he saw Aunt May sitting on the couch waiting for him. It made his spider sense tingle.

“Hey.” Peter said setting his backpack down carefully and then kicking his shoes off by the door. “What’s up?”

“Come sit down sweetie.” Aunt May said patting the couch.

Peter sat down next to Aunt May. “May, what’s going on?”

“Well I have some news for you and it’s not good.” She said gently.

“Oh? Is this about Spiderman? Did you decide I can’t do it after all?”

“No, Peter. You can still be Spiderman. This is about me. A month ago, I went to have a mammogram. It’s a breast exam where they check to make sure everything is ok and that you don’t have any masses that could be malignant.”

“Um, so it checks for cancer? I learned about some of that in science.”

‘Right, exactly. Well,” She took a deep breath and Peter could see now faint tracks of tears, “They did find something.”

“Oh. What does that mean? You have cancer.” He was shocked.

“It means I have cancer.” She affirmed.

Peter felt his stomach drop. “What does that mean, are you going to be alright? What can I do?”

 

“It means I’m sick, Peter. Usually they try to do surgery to remove what they can.”

“Usually? So, they can’t for you?”

She looked away biting her lip, “They tried. But its spread to other tissue and my lymph nodes”

“They tried, when? You had surgery?” He wasn’t taking this all in. His brain felt like it was swimming.

“A few weeks ago, when you stayed with Tony for that long weekend I had it done.”

“Why didn’t you tell me? I would have taken care of you and come with you, so you weren’t alone.”

“I wasn’t alone. Natasha went with me.”

“Natasha as in Black widow?”

“Yes, her and Pepper both. Tony arranged it. Anyway, the point is, they determined it’s stage four breast cancer that’s spread to my lymph nodes.”

“So, you’ll need chemo or radiation on top of the surgery? I can cut my patrols and make sure I’m home more to take care of things.”

“Peter, honey, that’s not necessary, but I appreciate it.” She said gently, “The thing is though, I won’t need that.”

“But you just said they found something, and it’s spread, they have to do chemo or radiation? Or another surgery, right?”

“Peter,” She said voice breaking, “They can’t do anything.” A deep breath, “I’m dying., sweetheart” She whispered.

“What? No! I don’t believe that. You can get a second opinion. They can do something.” He said standing and pacing. “This isn’t happening. You’re staying.”

She was crying harder now. “I have gotten a second opinion and a third and fourth. Tony hooked me up with the best doctors. They took great care of me, but they don’t have a cure for this yet.” She stood walking to him and putting her arm around him.

“I’m so very sorry Peter.” She whispered into his hair. And Peter broke then, sobbing at a loss that hadn’t happened yet.

When his tears died down, he thought he’d feel spent, but instead he felt anger. Overwhelming anger. “Tony and the others knew?” He said stepping back.

“They’ve all been coddling me the last few weeks and it’s because they knew, and I didn’t.” He said his voice rising.

“Peter, I had to tell him to get his help. He could get me better medical care then I could.”

“I don’t care. You should have told me you’re leaving.” He paced a little agitated. “I can’t believe this. I have to get out of here.” He said and turned heading for the door.

“Peter stay we should talk.”

“No. if you’d wanted to talk to me, then you should have weeks ago.”

With that he left slamming the door. He rushed to the closest spot he could dress as spiderman unknown. He then swung to one of the higher buildings and settled, brooding. It wasn’t long before he heard repulsers.

“You knew.” Peter stood rounded on Tony. “How could you not tell me?” He shouted at his mentor. “This isn’t fair. She should have told me first. I’m her family.”

“She wanted to wait. To see if there was anything for you to worry about kid.”

“No point to worry unless I have to,” He whispered, it was something Ben would always say. “She’s dy…. Going away and neither of you told me.”

“She’s telling you now.” He said stepping closer. “But the way you’re reacting is part of why she didn’t want to tell you untill she had wrapped her head around it.”

“Oh great, advice from Tony Stark on not acting out.” He shouted not even sure why he was mad at his mentor. “She’s leaving me.” He shouted as loud as he could.

Tony gave him a sympathetic look, one that irked Peter so instead of talking he jumped off the building. Letting himself fall to the last possible second then shooting his web. He kept doing it. Recklessly crossing the city in a fury. It was about five minutes before Iran man collided with him, pulling him into a hard hug that immobilized him. Not that that stopped Peter from kicking and twisting trying to get away, even as Tony took them towards the tower and lower to the ground in case the kid fell.  
When they landed on the landing pad of the tower Tony still held him tightly. “IF I let you go are you going to try that again.”

Peter said nothing, his breath hard in his ear from exertion. There were tears on his face and he wondered when the tears had started.

“Go away.” Peter said, but it held no heat. “You knew and you didn’t tell me. She’s going to . to,” He still couldn’t say it. “You should have told me.”

“She asked me not too kid.” He released him and stepped out of the suit. “I couldn’t change her mind so instead I got her the best care possible. It was what I could do." He said helplessly.

Peter just glared at him. “This isn’t fair.”

“It never is.”

“Don’t act like you get this Mr. Stark. You didn’t lose your parents this way, then your uncle and now the women who is practically a mom to you leaving you with no one.”

“Your right. I didn’t. But I have experienced big losses in my life. And we’ll get you through it kid. I promise you.”  
Peter crossed his arms stubbornly refusing to accept this.

“Ok then,” Tony said knowing he would get nowhere with the kid like this, “You need to go back and talk to your aunt.”

‘Why she lied to me? I hate h….” But he couldn’t finish the thought. Even this angry. He didn’t hate her despite her not telling him. He pulled the mask off and wiped his eyes.

“I know your angry kid, but she loves you. You owe her a conversation at least.”

Peter swallowed hard. “She… she…”: He couldn’t say it.

“She’s dying Peter. I know it’s hard to hear, but it’s true. We’ve done all we could. And we’re going to keep doing all we can till we can’t anymore.”

Peter covered his face as tears began to run down his face. Tony walked over and Peter let him self be embraced, sobbing into Tony’s shoulder. “I’m so sorry kid.” He said into the Peters hair. “But I promise you, I’ll get you through this.”

It was a while before Peters tears stopped and Tony helped him out to the car. He’d called Happy for a ride knowing neither should be flying around now. Peter starred out the window the whole time not sure what to say. As he started to get out of the car Happy said, “I’m sorry about your aunt kid.”

“So, you knew too?” Peter said with a bite to his voice.

“She needed rides to the doctor.” Happy said as if that explained it all.

Peter shook his head and headed into the apartment building. He used his key to enter,

Aunt May was still on the couch. “Peter you’re back.”

“Yea.” He said voice dry from crying, then cleared his throat and said, “Yea, I am.” He walked over and stood in front of her. She stood and embraced him.

“I’m so sorry Peter.” She cried. Peter just leaned into her, smelling her perfume. “I wanted to make it easier on you. Maybe a bit on myself. It’s not easy to accept.”

Peter nodded, “You’re sure you’ve done everything?”

She nodded, “I have. Now it’s about making the most of the time I have left.”

“And how much is that?” Peter asked both hopeful and dreading the answer.

“3 – 6 months. But really every day is a gift.” She said and he could tell she meant it. He tightened his embrace on her, knowing this time would past faster then he wanted. They stood like that for a long time. Till Peter’s phone beeped and he realized he had a text from Ned.

“It’s Ned.” He said blankly to her. “Can I tell him?” He asked.

She took a deep breath. “You can tell anyone you want Peter. Natasha, Pepper, Happy and Tony know so far. Oh and Bruce. He did some testing for us. But no one else knows.”

Peter took a deep breath. ‘I don’t know if I can tell him.”

  
She ran a hand through his hair. “It’s ok. Tell him when you’re able.”

Peter nodded and sent Ned a brief text that said, “Busy, Family stuff.”

“I don’t know what to do.” He said lamely.

“Well,” She said, “Lets talk about any questions you have.”

“I know I should have some questions that are about you,” he said blankly, “But honestly I just want to know what happens when you’re gone? Do I go to foster care? What happens?” He said more tears falling down his face.

“Oh baby no.” She said pulling him back against her. “I’m going to find you a guardian. It’s on my to do list.”

He choked with laughter, “You have a to do list for this.” It seemed absurd.

She smiled that she’d managed to make him smile, “I do actually. You want to see it?”

Peter nodded and went to sit in the dinning room while she got it.

“Here it is.” She said handing him a piece of paper that had a bunch of writing on it.

He began to scan it. “Find Peter a guardian,” He said as he found it near the bottom of the page. “Have a drink with Peter. As in alcohol, May I’m fifteen.”

“I don’t care about that.” She said with a laugh. “Some things you just have to make exceptions for.”

“Go to Italy, or Disney world. Just take a trip. He looked up at her. You think we can afford that?”

“I’ll find a way.”

“Tell Peter all I know about his parents – I thought I knew all you know? He said swallowing hard.

“In case I missed something.”

Peter choked  up as he red the last line, ‘Make sure Peter knows how much I love him, how proud I am of him and that he’ll have a new family that will take care of him.” Peter was almost sobbing again as he got to the end. “I don’t want you to go.”

May reached out and grabbed his hand. “It had to happen sometime.”

“When you were old.” Peter said. “Not now. I’m not even out of high school.”

“I know. But we’ll get through this. You will. I promise.”

“That’s what Mr. Stark said.”

“He’s smart he would know.”

Peter took a deep breath, “Can we not do this?”

“Peter,” She said with pity and like she was about to remind him they had to do this. That there wasn’t a choice, that in three to six months she wouldn’t be here any longer.

She squeezed his hand, took a deep breath, “Ok, here’s what we’ll do. No more sadness after today. We’ll go into this with an intention to make the best of it. We’ll do trips and things we’ve always wanted to do and we’ll enjoy them. No more sadness.”

“But we can be sad today?”

“Yes.”

He stood up and reached his arms out for a hug like he’d done when he was smaller. He held her until it was awkward then held her some more. When he had his fill, he headed to his room for some alone time or maybe a nap. But then he saw his notebook on the desk. He grabbed it and a pencil and sat on the bed. May had a list all she wanted to do with him. Well he had a lot he wanted to do with her. -a lifetime to thank her for. Peter nodded to himself, he needed a list too.


	2. Rain by Patty Griffin

**Summary for the Chapter:**

> Peter deals with his feelings about Aunt May's Cancer and finally tells Ned she's dying.

**Notes for the Chapter:**

> All editing/grammar errors are my own.

It's been a few weeks and while he wouldn't say he's denying it exactly, he's not confronting it either. He hasn't spoken of it to Ned or MJ yet. One of the biggest secrets he's ever kept from his friends. They both know he is angry over something because he keeps snapping at them and while Ned usually is all forgiving, even he has limits, so now neither of them are speaking to him. Peter is OK with that. He doesn't want to talk about things, not to them or to Aunt May. He goes out as late as his curfew will allow as spiderman. Visits the library to do his homework. He's even avoiding training and Mr. Stark. The last he'd talk to Mr. Stark  was to find out if there was some way to use his healing blood on May. When he found out they'd tested the theory already. His last hope was destroyed and he'd ended up trashing his bedroom. He'd been able to clean most of it before May was noticed and wondered if it was about her dy... going.

  
Peter sighed, he just can't say it. The "d" word. He wants it to not be true. Telling his best friend and the girl who hangs out with them feels too real. He pulls his books out of his locker. Thank god that the day is over. He should go home. He knows that. He only has so much time and avoiding it won't change it. But he can't bring himself to do that.

  
So no friends, no spiderman, and no going home yet. He decides to go walk around the city for a bit. He passed the deli and went into a bookstore, but he didn't have money to spend on any of the books he wanted. Which caused a pang in his stomach. How would he afford things once May was gone? He should look for a job. But a job would take away from his time with May. Not that he was spending all his time with her. Part of him wanted to just skip school and be with her twenty four seven and the other part felt if he was around her too much he'd just cry for days. Currently the part where he was not involved was winning.

  
He walked out and headed down the street. Not overly paying attention to where he was. He'd been out for a few hours walking around various places and it would be dark soon. His phone pinged and he expected it to be May, but it was Tony asking if he was out as spiderman. He replied a No and hoped the man wouldn't dig deeper.

  
No such luck he got a follow up asking if he wasn't out as spiderman why was he in a bad neighborhood by himself at night. "I'm spiderman if I need to be." he responded annoyed with the man. He wanted to just ignore him, just for a while. But the phone pinged again, "You'd reveal yourself if something happened. Head home."

  
It took all he had to not snap at the man, like he desperately wanted to. Instead he turned and punched the brick wall next to him, it made an indent and pain shot clear up his arm. Looking around he made sure no one saw and then feeling a little better headed towards home.

  
"Hey Aunt May." He said when he got in forcing a smile. She was sitting on the couch sorting through some medicine bottles."I thought you were done with those." Peter asked. Crossing the room to her. "I mean giving that you're uh leaving and all."  
She gave him a sad smile. " There are some pain medicine and things I take to help me feel as good as I can for as long as I can." She squinted at his arm which he was trying to hide. "What did you do to your hand, it's bleeding." She said when she got a closer look at it. She stood going to get the first aid kit." "That looks bad Peter, it might be broken."

  
"It's fine May, I heal fast."

  
May came back with the first aid kit just as the phone rang. May indicated she wanted the injured limb so he flipped his phone to his other hand and answered.

  
"Ow. May." He gasped when she touched.

 

"Hello to you too." Tony said.

  
"This is broken Peter."

  
"It's fine May, remember healing power".

  
"How did you even do this?"

  
"Spidermanning."He said quickly.

  
"You weren't out as spiderman, unless you lied Peter."

  
"I didn't lie Mr Stark. My hand is fine." He pulled it back into his sleeve before she could do more. "I'm going to take this in my room." he hurried from the room and closed his door behind him. "I didn't lie Mr. Stark I wasn't out as spiderman and my hand is fine."

  
"Maybe you didn't lie before , but your lying now. Karen scanned your hand - it's broken."

  
"What, Karen can't do that unless I'm near her. My hand is barely broken. Seriously, I'm fine."

  
"You're right Karen can't do that, but you just admitted your hand is broken, so you are coming here for medical care. Also next time don't fight a wall."

  
"You knew? Wait, no one was around."

"Security camera across the way. Now Happy will be there soon and then you will get the medical care you need and then you and I will talk about why you're punching walls."

"Mr. Stark we don't need to talk I'm fine I swear."

 

"I doubt that." He paused. "It's me or Aunt May."

  
Peter groaned, "Fine. I'll talk to you. I'll see you soon." He hung up then. Feeling miserable and out of sorts, he punched in Ned number.

  
"Hi Ms. Leads is Ned home?"

  
It was only a few minutes and then Ned was on the line sounding less than enthused. "Yes Peter." He said formally.

  
"Aunt Mays dying." He said in a rush, feeling like he was ripping off a band aid. The air seemed to leave him as the words he hadn't said yet moved past his lips he sunk down into his bed.

  
"That's sick Peter. You're not funny."

  
"It's true Ned. She has stage four breast cancer, it spread. She known for a couple months she told me a few weeks ago."

  
"Oh my god. Peter, why are you just saying this now? " Then realizing what he said. He changed tactics, "I mean how are you?"

  
"I'm punching walls and avoiding it." He said swallowing hard.

  
" First off, punching a wall is bad ass, though probably a bad idea."

  
"I know. Mr. Stark wants to talk to me and I'm not sure what I'll say. I just find it easier to be pissed then.." He swallowed hard. "Then not. That's why I've been such as ass to you and MJ."

  
"She'll understand. I do. I'm sorry Peter. If I can do anything..." His voice traveled off.

 

"Peter, Happy is here." May called.

  
"Gotta go Ned. We'll talk tomorrow. Can you do me a favor and tell MJ. I only just said the "d" word and I was pissed when I did it. Not sure I can say it again."

  
"I got you. I love you man. Call if you need me."

  
"Yea Ned, I will. Thanks buddy."

  
Peter headed out into the hall and found May wearing her coat.

  
"You coming with?" He asked. "Mr. Stark was going to talk to me about some stuff."

  
"I know. I was going to give Happy company."

  
"You and Happy? Really?" Peter asked surprised.

  
"There isn't any Happy and I, we're just good friends as of late so I'm going to ride along and chat a bit. He'll bring me home if you're there too late and you can stay over.

  
Peter nodded and they headed down. He spent most of the time starring out the window while May and Happy talked about all kinds of things. When they arrived Tony was at the door to greet them. May stayed in the car saying she was hungry for Mexican and Happy would take her and they'd bring food back for them. Peter just nodded and got out of the car. He felt a bit like he was walking the gallows, knowing the man was going to talk to him about the one thing he wanted to avoid.

  
Tony ushered him down to the med room. Bruce was there, which surprised Peter. "Dr Winthrop had gone home for the weekend." He answered the unspoken question.

  
"Oh."

  
"Hop up here Peter." Bruce said and Peter climbed up on the table and held his hand out. "That looks unpleasant."

  
Peter just shrugged. "Friday an x-ray please." A minutes later a hologram of his hand appeared before them. Bruce looked at it for a minute and said "His wrist too please." Peter looked a little shocked at that, but didn't say anything. "You broke a bone in your wrist from pressure and two bones in your hand. I'm going to set them and you're going to get a splint to wear for a few days."

  
"But I have super healing." Peter protested.

  
"Unfortunately it doesn't make you immune to injury. And I hope you know the difference by now." He said pointedly.

  
"Right" Peter said. "Can we get this over with?"

  
"Yes. But first you're getting a couple shots."

  
"What? Why shots, I don't need any shots."

  
"Calm down." Tony said stepping close and placing a hand on his shoulder. "it's pain medication right?" He looked to Bruce for confirmation.

  
"One's an antibiotic since the wound was open for so long. We'll clean it up first too."

  
Peter grumbled a little, and was surprised when Tony didn't tell him it was his own fault he was in this mess. Which it was, but he didn't want to hear that. Tony kept a hand on his shoulder during the cleaning and even when Bruce did the adjustment. Tony had grabbed his wrist when instinct kicked in and he'd tried to push Bruce away from himself. For the second adjustment Tony hadn't let him look so he wouldn't know when it was coming. He did get to watch the brace be put on.

  
After that Tony had led him to the lab, which was surprising because he could have sworn Tony wouldn't let him in giving his behavior. When Tony pointed to the couch, Peter realized he was partially right.

  
"Mr. Stark, I didn't realize I would break my hand when I hit the wall, it just happened."

  
Tony pulled a chair over and sat across from him, "Just happened huh? Peter you wondered into a part of town you know you can't go into without back up available. I didn't receive a call and when I checked with Steve and Scarlet they knew nothing about it. Then you without provocation punch a wall and break both your hand and wrist. I know what's happening with May is tough, but you can't hurt yourself. Ultimately it won't help and you'll just hurt worse."

  
"I don't think anything can hurt worse." Peter whispered and it was true. May dying was killing him.

  
Tony nodded sympathetically and walked over and sat next to him, a hand landing on his shoulder and squeezing. "You'll get through this kid. I know it's terrible, but if you need to punch something come to the gym. You are always welcome here. I gave you the entrance codes for a reason."

  
Peter nodded wiping at his eyes. "I'm sorry about this." He gestured to his hand.

  
"It's ok. We've all done stupid things at one point. I just don't want it to continue. If you want to talk to someone there are plenty of us around. You can also talk to a therapist, I can find a great child therapist."

  
Peter shrugged. "Maybe. For now I'd like to try on my own a bit longer."

  
"Ok. But don't make me force your hand. I will if you continue in this vein."

  
Peter nodded. "Thanks Mr. Stark." He said softly.

  
Tony nodded and then said, "I think May and Happy are back with our food."

  
Tony and Peter were on the elevator and Peter was acting a little anxious. Tony watched as right before the doors open, he took a deep breath and plaster on a smile, in spite of his earlier behavior. They walked in on May and Happy laughing at the table with food boxes sprawled across it. They'd ordered enough for everyone and most of the Avengers were lounging around eating, only a few at the table. Peter immediately went to his aunt.

  
"What did you do?" She asked exasperated.

 

"Two bones broke in my hand and 1 in my wrist. But I'm OK May."

  
May looked to Tony who nodded in confirmation. And Peter bristled at that. "I'm right here."

  
"I know sweat heart." She said running a hand down his good arm to comfort. "I just worry about you." She said getting teary eyed.

  
"You can't do that May. We agreed no more sadness." Peter said swallowing hard.

  
May worked hard to visible get herself under control. "Right. Let's eat." She said and the others all pretended to not see what happened. When dinner was over Tony suggested movies and so they all cradled together on the couches and watched movies. After the second movie Pete glanced around seeing the avengers lounged around the room. Pepper tucked in on the other side of Tony. Peter would have curled up on Tony if Aunt May wasn't here. He thought about where he was a year ago and how far he'd come. He wondered how things in a year would be. He tried to picture this same room without May in it, but he couldn't. Watching his aunt breathe just a moment made him feel better. He then ignored the fact that Happy had an arm around his Aunt and tucked himself more firmly against her side because besides her cancer, things were just about perfect


	3. Landslide by Fleetwood Mac

**Summary for the Chapter:**

> Peter and May finally discuss her relationship with Happy

**Notes for the Chapter:**

> All spelling and grammatical errors are my own

Peter wanted to skip school the next day. If he didn't think May would have something to say about it, he would have. But knowing Ned and MJ were on the other side of the doors waiting… knowing, made him feel ways he didn't want to. Taking a deep breath, he let himself in and was surprised that Ned and MJ hadn't waited by the door for him. Maybe it would be OK. He let out a breath then headed down the hall to his locker when he turned the corner his friends were there.

 

He prepared himself then went over to his locker. "HI guys." He said softly.

 

"Peter!" Ned exclaimed, "I was hoping you would come, but wasn't sure. What did you do to your hand?"

He is asking noticing the cast.

 

"Oh, Um, I broke it. Punched a wall." He ended softly.

 

MJ gave him a sympathetic smile. "You shouldn't do that Peter."

 

"I know. I was just angry." he admitted. "Mr. stark and Dr. Banner already spoke to me about it."

 

"That's awesome." Ned exclaimed. "I mean that they are talking to you, that you know avengers."

 

"Ned, I've known them for half a year, this shouldn't be this exciting to you."

 

Ned shrugged, "Can't help hero worship."

 

Peter shook his head exasperated. "So, my aunts, well, she's…" He trailed off not able to say it.

 

"Dying?" Mj supplied helpfully.

 

"Yea, that." he said awkwardly a little choked up. "anything you two want to ask, I'll uh try to answer."

 

Ned started to open his mouth, but MJ interrupted, "How are you? Really? Besides being angry and punching walls."

 

"Basically that." Peter said one hand rubbing the back of his neck. "I just try to not think about it. About what it means for me. I don't think I can get emancipated without a job, but a job will rob me of time with her."

 

"what about iron man, he won't help?"

 

"He'll try I'm sure, but I doubt he's going to take me in. The way he talks about his own childhood I doubt he wants a teenager running around."

 

"You might be wrong." MJ said. "You are…. You know him."

 

Peter sighed, "I know. I just don't want to get my hopes up. He's promised he'll get me through this, but I don't know what that means for the future."

The bell rang and Peter was grateful. "oh well I have Trig." 

Peter was glad this was a class he didn't have with the two of them. Peter found himself day dreaming through most of his morning classes. Wondering how he could get May to do any of the things on his list or her list for that matter. They needed a plan.

 

At lunch Ned and MJ had questions that were hard for Peter to answer, not because he didn't know the answers, but because they made him sad. The idea of going to afternoon classes on top of his talk with them, made him skip out on the rest of the day.  He couldn't be spiderman, so he just headed home.

 

When he opened the door, he hadn't expected May and Happy on the couch laughing with food containers spread out of the table before them, like last night.

 

  
Peter your home" May said. "it's not 2:30 already." she said checking her watch to be sure.

 

"Um no. I um. Well, I skipped class." He muttered.

 

May raised an eyebrow, "You don't normally skip class."

 

"You're not normally dying." He snapped. The look on her face and Happy's should have made him regret his words but instead he went for broke, "Or dating."

 

Mays face changed from somewhat understanding to slightly angry. "Happy I think we're done for now."

 

Happy nodded and excused himself.  "good luck' he said quietly as he passed peter.

 

Peter gave a slight nod admitting to himself he'd bitten off more than he could chew.

 

May stood putting her hands on her hips, “I understand if you're struggling with my prognosis, but you don't get to decide if I can date someone."

 

Peter shook his head, "Do you even care about Ben?"

 

'Don't you dare" she said getting up in his face. "He would understand. He would want me to be happy. How can you think your Uncle would want anything else for me."

 

"He wouldn't want this. This is because your dying?"

 

"This is because I may not love him yet, the potential Is there. And because I'm dying even more reason to explore it."

 

"You always said we’d talk about it first, that I'd be able to adjust."  Peter said accusingly.

 

"I'm sorry Peter. There wasn't time. There isn't time."

 

"I hate this. All of this. You are dying, Happy, me being by myself again."

 

"Peter we will all always be with you." She reached out and pulled him into a hug. "I love you so very much. I'd do anything to stay with you."

 

"Happy is taking you away from me sooner then you need to be gone." He whispered.

 

"So that's what this is about?" she said her head buried in the top of his hair. She gave him a gentle kiss. "He will take some time, but not all of it. We can do things while you're at school and we can do some things the three of us in the evenings. Like movie night and boardgames. You like Happy, so I think you'll get along once you give it a chance."

 

Peter took a breath, "Alright."

 

Now she stepped back, "No more skipping school." Then she smirked at him, 'Or else you might catch me and Happy…"

 

"Aunt May!" But he was happy when she laughed.

 

Later that night he was on video chat with Tony. "That offers still on the table.. About the shrink" Tony said his head over a project even as the camera watched him work

"It's been less than 24 hours since you brought it up."

"We'll in that time I heard you skipped school and had it out with your aunt."

Peter sighed, "Mr. Stark, I'm ok."

"Liar."

Peter sighed again, "I know. But I'm trying. It's ok to struggle you know."

"Is that from a cat poster."

"No, but it is something they tell us in health class. I figured it might convince you I'm doing ok."

"Sorry kid too much happening. Just think about it."

" I have."

"Think about it more."

Peter gave another sigh, frustrated with his frustration, "I will". 

"All right I need to call your aunt."

"are you talking about me?'

"Always, but this time it's a bit different. I'll talk to you later kid. Get some sleep" Peter nodded and turned his video chat off. He laid back on his bed and pulled his blanket around him. Usually when he had a bad day, he would tell himself tomorrow would be better, but with Aunt May dying, no day was going to be easier. Not ever again.


	4. Skinny Love by Birdy

**Summary for the Chapter:**

> Plans are made and living arrangements change

It was almost the weekend and Peter couldn't wait for classes to be over. Tony had promised they could work in the lab, then May would come over for pizza and movies. It was almost like things were normal, plus t gave Happy and May time together alone, before they all go to hang out.

 

Even though Peter was looking forward to his time with Tony, time that would feel normal and not post May being sick, he was also tired, and wished he could go home to sleep. His sleeping patterns had been out of whack since May had told him she was sick. He was just anxious. Wondering if he should he get a job, where would he go when she died?  Would it be foster care? He shuddered at the idea. Deciding he needed a job. Something he could keep from May and Mr Stark and still manage to be spiderman.

 

He headed out of school and stopped short when he saw Mr. Stark leaning against his car. He had said someone would pick him up but Peter hadn't thought it would be him. Peter hurried over not wanting to create a scene. "Hey Mr Stark, ready to go?"

 

"Shouldn't I ask you that?" Tony said as he walked around the car.

 

Peter said, "Oh um, yea, but just you've been waiting awhile and…"

 

"And you don't want your friends to see you with me?" He asked pretending to be hurt.

  
"It's not that." Peter got in. "But having to explain how I know you will be interesting."

 

"They don't know about the internship?" Tony asked surprised.

 

"Uh, well, they do. But most of them don't believe me."

 

Tony looked at him like he wasn't serious. "Why wouldn't they believe you. You're a good kid and you have excellent grades. You make a great lab monkey." He said with a smirk.

 

Peter rolled his eyes. "I don't know. They're just punks."

  
"Hmmm ", Mr stark said pursing his lips. 'Is one of them Flash."

 

"What? Why would you think it's Flash? How do you even know of Flash?"

 

"Because I keep an eye on you. And that includes punks that pick on you."

 

"You know about that?" Peter asked finding himself blushing. "You shouldn't eavesdrop on me. My life is private."

 

"Maybe so, but I do it to keep you and May safe. You're only upset because you know that I know that you are being bullied. What I don't get is why you don't tell anyone. But I've kept my mouth shut because I assumed you had reasons."

 

"I do."Peter snapped. "I can't fight him or I'll hurt him and going to someone doesn't do anything but make it worse. I tried back when it started in 7th grade and it's only been worse."

 

"It started in 7th grade?, You’re a sophomore."

 

"And I can handle it. I have been."

 

"Kid, this isn't something you need to handle on your own. And we can teach you self defense so you wouldn't hurt him, but he couldn't touch you either."

 

Peter gave him a grim smile, "As nice as that sounds it's rarely physical in that way. He just gets his friends to take my books, trash my lunch tray so I can't eat, steal my homework so I turn it in late. He tries to do things to get my spot on the decathlon team. But it's not fighting, he'd get in trouble for that."

 

"Then we'll find another way to address it, you don't need to worry about that, especially now."

 

Peter sighed feeling like Tony was only in this because his aunt was dying. It emphasized how badly he needed a job.

 

Peter didn't talk much the rest of the time which was fine as Tony talked enough for both of them. Mostly about avengers business which oddly didn't keep his attention. Finally they arrived and Peter headed straight for the lab ahead of Tony who stopped to say hi to some of the others.

 

When they both arrived inside and began to work Peter had hoped he'd become absorbed in it and could turn off his brain, but instead he found all he could think of was how pointless this was with his aunt dying. He wasn't going to be spiderman after that. Not because he didn't want to but because he was sure he was going to foster care. His aunt had said nothing more about a guardian for him and they only knew so many people. He found his eyes watering and tried desperately to wipe at them without Tony seeing.

 

No such luck. Tony turned to him placing a hand on his shoulder, "You OK Peter?"

 

Peter tried to nod yes, but his body betrayed him and it ended up a jerky circle instead.

 

'Oh kid, comer here." Tony said reaching out and pulling the kid into his arms. "Shhh, it gets better. I know it sucks now, but it will be OK."

 

Peter sobbed a little. "It won't Mr. Stark. I can't…. I can't do foster care." He admitted. 'I just can't." He sobbed.

 

Tony's eyebrows raised, "You think you're going to foster care once she's gone?"

 

Peter nodded against his chest hiccuping a little. "We don't really know anyone Mr. Stark. Not that wants to take in a fifteen year old."

 

Tony wrapped his arms tighter around him. "So I'm nobody then?."

 

"What?" Peter wasn't sure he heard correctly.

 

"You're going to live with me. May asked and I agreed to be your guardian once she's gone. We were going to talk to you about it together, but if you're this twisted up about it I think she won't mind my telling early."

 

"I get to live here, with you?"

 

"Yes kid. You get to live here. Though you might not be happy about it, once you realize what being Tony Stark's kid gets you."

 

Peter couldn't help the smile that spread across his face. "I'll be your kid?"'

 

Tony rolled his eyes. "That's what guardianship means. At least I think it does. If you eventually want to be adopted that's on the table too."

 

"You'd adopt me." Peter swore his eyes were bugging from his head.

 

'Just said so." Peter pulled Mr. Stark to him and crushed him in a hug. "Thank you, thank you, thank you. I won't let you down. I'll be the best kid ever."

 

Tony chuckled "I don't doubt that kid. Me as a father though." He muttered darkly.

 

"You'll be a great dad."

 

'That's hero worship talking."

 

"No it's experience. You and I have known each other almost a year Mr. Stark. And in that time you've been more of a dad to me than anyone else including Uncle Ben, but only because he always kept the title of Uncle, even if he was acting like a dad."

 

"I'll do my best not to screw you up kid. But I make no guarantees."

 

 Peter shrugged, "I still think you'll be an excellent father."

 

Tony sort of startled at that, but quickly recovered and continued toward the elevator.

 

"Does the paperwork need to be official or can I just call you dad now?" Peter asked from behind Tony as they headed out of the room. Tony whirled on him then and Peter had a shit eating grin on his face.

 

"You are a punk." Tony said. "I should ground you. That's a "dads" responsibility." he said emphasizing the word.

 

"Not if the paperwork isn't done, dad." Peter said and Tony caught him around the neck and gave him a nuggie. Peter's peels of laughter echoed out of the elevator and into the area where the other avengers were waiting.

 

May and Happy were sitting on the couch. "What got into you?" She asked and suddenly Peter turned pink.

 

"Um, nothing." He looked at Tony helplessly, who gave him a look that seemed to say both your on your own and I have your back if you need it.

 

"Um, just Tony telling me some stuff. I was giving him a hard time." He walked over and sat next to Aunt May. "He said the two of you were going to tell me some stuff this weekend. But um. I was kind of upset about what would happen later… after. So he set me straight."

"Oh." May said looking at Tony for a moment. "And you're OK with the changes? Moving and all."

  
"Well I assume if he's my guardian I'll move in May."

 

"I hadn't gotten to that part." Tony said with a sheepish look.

 

"What part?" Peter asked.

 

"The part where we're moving in now Peter. He has a great medical team that can treat me and someone will be here all the time so if you or I need anything…"

  
"Really we're moving in here and you thought I'd be upset about that? IT's the Avengers tower."

  
"Yes but you've lived in that apartment since you were 5 since your parents died." She said gently.

 

Peter looked sad for a moment and then shrugged, "I lived there when Ben Died too. There haven't always been good memories."

 

"Are you going to be Ok with losing me in one of your favorite places then?"

 

Peter took her hand holding it tightly. "When you go," he swallowed hard, "It will be awful. But us being here, with friends." he looked at Tony,"With Family. That will make it ok."

 

She put an arm around him and pulled him into a half hug. "You are such a good kid." She kissed the top of head.

 

"May," he shrieked, "The avengers are watching."

 

She laughed. "Get over it. I'm going to do that all the time."

 

He exaggeratedly rolled his eyes. "Whatever."

 

"Happy will come hold you down."

 

"I have super strength."

 

"Then Steve will."

 

"You call Captain America Steve." He hissed.

 

"I will gladly lend you my services Ma'am."

 

"What you're on her side. Superheros before Aunts man."

 

"What about Ant man?" Tony jumped in.

 

"I hate all of you." Peter declared but he had a wide smile on his face.

 

"Then I won't share my food with you." Tony said. "And it's Thai."

 

"But I’m a starving teenager… Dad" He dropped with a smirk at Tony as the rest of the avengers turned to them.

 

"You're so grounded." But all Peter could do was laugh as he went to get his food.

 

"Brat." Tony called out. Peter just shrugged as he made two plates one for himself and one for May.

 

The evening ended late for most. May hadn't felt well and went to bed early. Peter had gone in with her for a bit before heading back out looking a little bereft. Tony invited him to watch the movies with them and Peter made his way over and cuddled up to Tony as he'd done for a while now. They finished the LOTR trilogy a little past two and most of the avengers had dropped out leaving Tony and Peter the only ones there.

 

"You should get to bed underoos."

 

'Not tired."

 

Tony looked at him for a moment. "You mean you don't want to sleep. You look tired."

  
"Looks can be deceiving."

 

'True, but in this case they are not. Tell me what's going on."

 

Peter sighed. "I'm glad were moving in. I know it will be an adjustment but it will make things easier on May and I'm for that. But, it's still different. My school is far away. The commute will take time from her and Spiderman."

"You could give up Spiderman."

 

"what?" Peter shouted and immediately started to protest.

 

"Hold on, listen first."

 

Peter closed his mouth pursing his lips.

 

"For awhile, till May's gone. You could continue to train if you want, if we needed you for a mission we'd still know where to find you and you wouldn't have to worry about it so much."

 

Peter sighed. "Honestly, I've though about it Mr. Stark, but it feels like quitting when things get hard. Can't I just do a correspondence school or something."

 

'Fraid not. Your Aunt wants you at Midtown. It's one of the things on her list."

  
"You know about her list."

 

'I do. I assume you have one too."

 

"I do. How do you know?"

  
"A hunch. I Would be happy to help you both with several of the items you have. A trip together - I have a private jet. I have practically unlimited resources anything you want name it and I'll do my best to make it happen."

 

"She'll think you're spoiling me."

 

"You deserve to be spoiled a bit right now."

 

"Tony, I can never thank you enough for all of this." Tony leaned over and pulled the kid close.

 

"You don't need to thank me. I want to do it."

 

Peter nodded his head resting against Tony's chest. "I think Maybe I can sleep now."

 

Tony smiled. "Sure thing kid."

 

Peter got up and headed to his room. "Night DAD." he sing songed and rushed from the room as a pillow sailed at his head.

 


	5. The Old Apartment by Barenaked Ladies

**Summary for the Chapter:**

> They move out of the old apartment and Tony and Peter start planning the trip.

**Notes for the Chapter:**

> I"m not a medical expert. All grammar errors are mine. Next Chapter should be longer as it will include there trip.

Peter stood at the entrance of his bedroom… his old bedroom. There was one last box in the middle of the room. Peter couldn't help but think of how big the room looked like this. He knew deep down he was ok with this. Leaving the old apartment, being in a place with better medical care for Aunt May, a way to break in Tony as his guardian. But now that he was here, in this moment, it just hurt to think they were leaving.

 

He could see the hole in the wall he and Ned had made one night pushing around the bunk beds. The hide-y hole in the ceiling he had kept his first suit in. Scuff marks on the floor that were there because he refused to take his shoes off when running around in here, always in a hurry to get to his Spider Suit and off on patrol, or to work on a project he'd found a part for. Tony had promised him a space in the lab, which was amazing really. His own work space just like Iron man. Eight year old him would probably have passed out at the news.

 

He sighed and then felt his spider sense tingle, but not in a bad way. "Hey Tony." He said without turning around.

 

"Hey kid. Was wondering where you were."

 

"Just need to get this last box." He made no effort to move.

 

"You still ok with this?"

 

"I said I was."

 

"Right. But that was then this is now. So again, you ok?"

 

"I thought you didn't talk about feelings."

 

"That was before a had a soon to be ward on my hands. Children need to talk about things."

 

"I not a child." He said with a little bite. Losing four parents had to classify him as an adult.

 

"You're still not 18, so child. Now what's up?"

 

Peter sighed thinking Mr. Stark would probably always see him as a kid. And a wave of emotion passed over him as he knew May would always see him as a a kid too. If there was some place you went after death she would always see him as 15 in a way. Sure she might watch him grow up, but all her real memories would be him being 15. He took a deep breath, "I know I said I was OK with this, but I'm going to miss it here. It's home."

 

"We'll make a new home."

 

Peter looked up as Aunt May joined them. When Peter had insisted they pack up the place themselves, thinking it would be him and a few avengers, in stead May insisted on coming and Happy had joined them as well.

 

"Hey May." He said softly. She was losing weight and looking a little paler. He hated that because the signs of her fading away were happening quicker then he thought they should if she was to be here for 6 months. "Just being nostalgic. I'll get that box."

 

May put a hand on his shoulder, "It's ok to miss this place. I will. But now we're on a new course one I’m sure you'll love."

 

He smiled, "it is hard to not love being at the tower. I just kind of want to stay here too."

 

"if we have to bring everything back in here, I’m getting movers this time." Tony said.

 

Peter and May chuckled. "Not going to happen Tony." May said. "Peter is ready?"

 

"Yea I'm ready." He went and grabbed the final box and then followed the two of them down to the truck where the others were waiting. It was kind of surreal to pack up an apartment with May, Tony, Cap, Happy and Natasha. But it had been quick. Cap and Him carried most of the stuff with there strength, though Tony hadn't let Cap carry furniture that a normal human couldn't carry by himself, just for appearances sake.

 

They spent the rest of the day getting back to the tower and unpacking. May and him had been given a kind of suite on the end of the medical floor. Her room was equipped to be able to get iv's and other medical care, but that could be swept into a closet area so she didn't have to look at it all the time. May was pretty worn out and headed to bed early. Peter grabbed his stuff and headed to tony's place. He'd been there before, but not often. It was usually the avengers room or lab. He was a little nervous as he waited for doors to open on the penthouse. When he got there Tony and Pepper where on the couch watching a movie.

 

"Hey underoos, what's up?"

 

"Can I do my homework here?"

 

"You do realize it's a Saturday night don't you?"

 

"You do realize I go to a school for geniuses and they assign a ton of homework. Beside I don't want to get behind and if I can get ahead I'll have more time when May and I take our trip."

 

Tony nodded, "You two decide on a place."

 

"It's nothing spectacular, we decided on Disney World."

 

"Disney World? That sounds fun. I take it you've never been."

"Ben and May told me it was something my parents wanted to do with me when I would be seven or eight, but never got the chance. May kind of wanted Italy, but since I got to decide I wanted something fun and not, well, not sad so Disney World it is."

 

"We’ll have a blast. I'll get us fast passes to all the rides and we'll hit up a show or two. There are some cool sights too and of course a trip to the beach is a must. You'll love it. She will too. And if we have time, maybe we'll swing by Italy."

 

Peters eyes about bugged out, "You don't swing by Italy from Florida Mr. stark."

 

"You do if you're me." He smirked.

 

"Mr. Stark I can't ask you to do that, You're doing so much already. You've let us move in and giving Aunt May medical care, for free I expect and that can't be cheap. And then when she's gone you're taking me in and…" he words had become rushed and he felt like he couldn't breathe, it was seconds before Tony was by his side saying words that Peter couldn't understand, but he could feel a comforting hand on his hack as he was shoved into a dining room chair and pushed into a position where his head was between his knees. It took a few minutes for his breath to come back and another for the shaking to stop.

 

Pepper handed them a glass of water and he took some sips. "What just happened?"

 

"You had a panic attack."

 

"I Know that Mr. Stark I had them after the vulture, but I was just talking about May and I.":

 

"You were talking about all the changes in your life that will happen. That can be scary. You've already been through a lot."

 

"Right the whole dead parent thing." He said frustrated.

 

"I meant with the move and her being sick, but that too."

 

Peter sighed. 'Is this going to be a thing now. Panic attacks when I talk about this."

 

"Maybe, but you could go see that counselor I mentioned. It might help."

 

"It might not." He sighed letting his head fall back against the chair.

 

Tony moved his hand and began to massage the kids shoulders and Peter closed his eyes. He hummed in contentment. "Thanks Tony."

 

"Yep.' Tony said working the rest of the knots from his shoulders before saying, 'All right home work time. Snacks in the kitchen and if you need something, ask."

 

"Thanks." Peter set himself up at the dining room table after grabbing an apple and got down to work.


	6. In the Sun Aron Wright

**Summary for the Chapter:**

> May and Peter go on vacation.

**Notes for the Chapter:**

> All Errors are mine. Disney world, resorts, Italy are all loosely researched.

 

"You excited?" May asked Peter as they walked down the ramp and off the jet. They had just spent a week in Italy courtesy of Tony and were now arriving at Disney world. Tony had made all the arrangements and insisted on covering all expenses including souvenirs and meals. May had tried to avoid souvenirs, telling Tony there was no need for clutter, but when May had found a beautiful hand woven scarf, he'd instantly bought it "as a gift.". Today she was wearing it and it looked beautiful on her. 

 

As for Peter's "souvenir", Tony had let him drive a Lamborghini, with May's permission.

 

_"He only gets to drive it if I do too." She said standing on the edge of the closed track._

 

_Tony smiled, "Of Course."_

 

_He'd then proceeded to give a quick driving lesson to Peter._

 

_"Which foot goes where?" Peter asked sitting in the driving side._

 

_"Tell me you're kidding?"_

 

_"What I've never driven before, I swear Mr. Stark."_

 

_"I can't believe I'm teaching you in this expensive of a car, but I wanted you to have a good memory of Italy. Peppers going to kill me." Deep breath, "So your right foot does both the gas and break."_

 

_"Like this." Peter said making the car jump forward then slamming the break._

 

_"What the heck, Peter" He shouted as the kid shot him grin._

 

_"Aunt May's been teaching me for months, I just had to mess with you."_

 

_"You little brat. I should end this right now."_

 

_"Um, sorry." Peter said a little more repentant._

 

_"Better." Tony said with a nod. "Now let's get on with it. Take it for a spin."_

 

_The drove around several times, Peter getting used to it then Tony letting him pick it up a bit. When they were done Tony took some pictures then let May have a shot at it. She put Peter in the front seat and Tony was content to watch as she drove it._

 

_Afterwards, she was a bit tired and headed back to the room why Peter and Tony went to a movie and then for more pasta and gelato._

 

Now here they were getting off the jet again.

 

"I'm so excited May." Peter said. "I have several things I want to ride and see. I'm going to make Tony go with me for all of them."

 

"Oh really now?" Tony said walking up on them.

 

"Well ya, who else will go with me?"

 

Tony and May shared a look. "You didn't tell him?" Tony asked. 

 

"I wanted it to be a surprise." She responded.

 

'For what to be a surprise?" Peter asked.

 

"We knew you would want someone your age to be with. So we invited Ned." May said with a smile.

 

"What? Ned's here?" Peters eyes widened looking around. "Oh my god where is he?"

 

"At the hotel buddy." Tony said patting his shoulder.

 

"Oh, right that makes sense. We Should go there first then." Peter said thinking it was as much for him to meet with Ned as it was for May to rest. She'd been doing that more and currently had a grip on Happy.

 

"Cone on this is our ride." Tony said as a few limos pulled up. Hawkeye and his family got into the next vehicle while he, may, Happy and Tony took the first one.

 

"You didn't need to get a limbo Tony." May said settling into her seat.

 

He shrugged, "When do I have to do anything."

 

She rolled her eyes and then accepted the water bottle Tony offered. Peter also accepted one along with a granola bar. Grateful since he was hungry.

 

"We'll eat at the hotel, they have Several restaurant options. And we get our magic bands there for the park. I took the liberty of setting up your first day. I figured you'd want to visit the Star wars attraction first."

 

Peter couldn't help it he bounced a little in excitement even as he said. "That's not open yet."

 

"Maybe not to the public, but I'm Tony Stark. You'll be part of a test group."

 

"Oh my god." Peter shrieked, "Man Ned's going to be so excited."

 

"Just Ned?" Tony asked giving him a smirk..

 

"Well not just Ned, we've waited forever for this, but never thought it would happen this soon. We thought maybe in college we'd manage, but not now. This is so amazing Tony."

 

Tony gave a nod. "No problem kid."

 

When they arrived at the hotel Peter and Ned had a very loud reunion that Tony did his best to avoid as he got everyone in their rooms.

 

They were staying in a four seasons resort. Peter and Ned a deluxe room with a park view. May a deluxe room with a lake view and the others similar rooms while Tony took a deluxe suite. "We can head down to a restaurant or order to one of the rooms." Tony said.

 

"I think I'd like to lay down." May said. Peter stared at her for a moment. "We can wait on you May."

 

But based on the kid just eating a granola bar recently Tony knew that wouldn't hold up. "Let's go ahead and head down there is a pool side grill so you can swim when you're done and May can join us later."

 

May nodded at the easy out and Peter gave her a quick hug.  As Ned said "Sweet. Mr. Iron man, this is amazing. I want to thank you for inviting me."

 

Tony Smiled "It's just Tony, Ned."

 

"Oh my gosh Iron man told me to call him Tony." He said in awe to Peter.

 

Peter laughed. "You get used to it. Or call him Mr. Stark, I happen to know he loves it."

"Peter Benjamin Parker." Tony said firmly, "Don't lie to your friends."

 

Chuckling he responded, "Sure thing, Mr. Stark." 

Tony rolled his eyes and then said, "Go get changed and we'll go to the pool and eat.  We'll do movies later."

 

They spend several hours at the pool, though Tony had made Peter come sit out for fifteen minutes after he'd used his spiderman skills to do crazy dive from the diving board. Peter had apologized saying he shouldn't have done that many flips, but it wasn't too much like spiderman that anyone should figure it out. Tony had just told him to sit there in his "wrongness" until Tony said otherwise. 

 

"I can't believe you put me in time out."

 

"I can't believe you do a double flip with a twist off the diving board."

 

Peter shrugged, "It's a high dive and other people do tricks."

 

"Not like that." 

 

"You're drawling more attention to it by making me sit here."

 

"I'm making you sit here to consider your actions. In five more minutes you can go back if you promise to behave."

 

At that Peter stuck his tongue out at Tony. "Five more minutes then."

 

"What, Mr. Stark, I'm kidding. I'll behave promise."

 

"All right then go on." Tony said with the time was up. And Peter ran over and cannon balled into the pool.

 

They headed back to the room around 8:30, showering and then meeting Tony in his suite, May was there in loose sweats a t shirt and a blanket over her.

 

"You cold Aunt May?" Peter said sitting down beside her and Happy.

 

"Just a bit. But not quite as tired."

 

"Good."

 

They watched some movie that Aunt May picked out, pausing to watch the fireworks closing the park from Tony's balcony and then she announced she was tired again and headed to bed.

 

"You slept most of the afternoon?" Peter questioned.

 

"Jet lag." She said. "I'm ok Peter." She said firmly. So Peter nodded and watched as Happy helped her out of the room. 

 

They watched one more movie before Tony sent them to bed since they needed to get up early to enjoy the Star Wars Exhibit.

 

 

When they woke up Peter immediately went to May's room and knocked. He found Happy and May sitting at the table eating. Her bed was made but the couch was unfolded.

Peter couldn't help the anger that rose in him even as he tried to force it down. "Oh, um, Happy, did you stay here?" IT came out strangled.

 

"He did." Aunt May said, "But he slept on the couch. I was just feeling a little weak and without our usual doctors I wanted someone nearby."

 

"You could have asked me."

 

"You have Ned with you. I didn't want you leaving him. I promise peter it was platonic." She said firmly. "But even if it wasn't, we've talked about this and there is nothing for you to be upset over."

 

Peter took a deep breath. "Sorry. I don't know why I'm so upset. I just don't want him to be with you." He turned to Happy, "It's not you, I'd feel this way about anyone I think."

 

Happy nodded, "It's ok kid. You're looking out for her. I can respect that. Besides you could kick my ass if you wanted to and you haven't."

 

Peter chucked, something loosening in his chest. "Thanks Happy."

 

"We're going to go to Tony's room and have breakfast and then we all get to go to the star wars exhibit."

 

"Sounds good," May said. "We'll meet you over there, I just have some meds to take."

 

"Sure."

 

* * *

 

 

"That may have been the best 6 hours of my life." Ned Said as they exited the Star Wars exhibit.

 

"That was so amazing. I can't believe we got to see this. Mr. Stark you are amazing for getting us in."

 

 

Tony smiled, 'I know I'm amazing."

 

Peter notice May and Happy had lagged behind and when he turned he could see her leaning against him again.

 

"Maybe we should all go back to the hotel. "Peter said as they joined them. "We could use a rest."

 

"I thought we were going to ride space mountain?" Ned asked and Peter nudged him in the direction of May. "Or we could rest."

 

"Don't let me ruin your trip kids. I just need a good nap. Happy will take me back and we'll do movies again after dinner."

 

"Sure May." Peter said. He leaned over and kissed her cheek, "I love you."

 

"Love you too Peter.' she said tears glistening in her eyes.

 

Peter and Ned spent the rest of the day running around the park riding different rides. Tony sat most of them out, but helped them get into places they might not have been able to or got them past long lines. Over all it was an amazing day.

 

When Peter returned to the rooms he noticed Hawkeye carrying one of his kids who was sound asleep down the hall.

 

"Hey Hawkeye, how's your trip?"

 

"It's been amazing, the kids are loving it. They are doing Star Wars tomorrow. Nathaniel was sick this morning so we wanted to wait or else we'd have been with you." 

"It's ok, you're doing the family thing. It's important."

 

Hawkeye nodded, "Take care kid. And tell your Aunt she owes me 10 pretzels from last night."  HE said with a smirk

 

"What?"

 

"Don't worry about it kid." Happy said opening the door. "She's good for it." He said to Hawkeye.

 

"Oh I just came to tell you the movie marathon is starting."

 

When they all got to the room, Peter and Ned had set up a space beside the couch to work on a millennium falcon Lego set Tony had got them.

After the first movie. Natasha and Hawkeye, May, and Happy started a game of cards. Poker with pretzels.

 

"Ah that's why the pretzels." Peter said.

 

Hawkeye nodded, "Yea, but her winning streak will be over now that Natasha is here." 

 

"Ok Kids," Tony said walking into the room, "Time for fireworks."

 

Hawkeye's kids squealed and jumped up to go to the balcony, while Ned and Peter given their age, just jumped up in excitement. The adults were slower and May put on a jacket and huddled into Happy with his arm around her shoulders.

When fireworks were finished they all headed back to what they were doing. May expressed that she wasn't up to playing and headed to her room. Happy went to help her, but Peter got there first. "I got it Happy." He said with a soft smile and Happy gave him a nod.

 

"I'll be back Ned." He said with a firmness he didn't feel.

 

Once back in her room with her sitting on the bed, Peter asked, "Should you be this weak, May?" 

She sighed, "I had hoped it wouldn't be this fast, but they said it would happen."

 

"Oh, um, so what does that mean about the um, you know, dying thing."

 

"I still have time honey." She said firmly. "This happens. It will keep happening, but don't let it scare you. I'm staying as long as I can."

Some part of Peter, knew she was wrong. That this meant it was coming sooner, but he wanted to believe her so much, that he just nodded and ignored his tightening throat.

"

Mind if I hang out a bit?" He asked. 

"Sure" She said pulling the blanket over her and leaning back against the pillows. He climbed over and snuggled next to her.

 

"May?" He asked,

 

"Yes, Peter?"

 

He cleared his throat. 'Thank you for taking me in when my parents died. I don't think I'd have done well in foster care and I got to know both you and Ben. You've told me so much about my parents, and no one else could have don’t that for me. But it's important to me that you know how grateful I am to you. To both of you."

 

She smiled tears in her eyes, "Thanks, Peter for saying that. I know you're grateful and I appreciate that. I love you so much and I'm so proud of you. You changed Ben and mines life for the better."

 

Peter smiled. "You guys changed mine for the better too."

 

"Was this an item off your list?" She asked lightly. "To let me know how grateful you are."

 

"Tony told you?"

 

"He did."

 

"It was. As was coming to Disney World."

 

"What else do you have?"

 

"Some that can never happen May. I wrote down everything I wished you could see. The birth of your grand-kids, my getting married," he swallowed over the lump in his throat, "Seeing me graduate high school and college, anything I could think I wanted you there for, but then I decided on just four things." He said his face warming up "To tell you I'm grateful, to spend as much time with you as I can, to really enjoy the time we have left and to help you complete your list."

 

May wiped tears away and pulled him close in for a tight hug. "You're the best kid anyone could ever have Peter. Don't ever let anyone tell you otherwise." She whispered.

 

He nodded breathing in her scent. "I love you May."

 

"I love you too."

 

They stayed like that for a long time, till May for asleep and then awhile longer. Peter finally climbed out of bed, tucked her in, kissed her forehead, whispered a final I love you for the night and headed back to Tony's room.

 

He found Tony helping Ned with their Lego project. "Sorry it was so long." He said joining them. He could sense Tony's eyes on him. "I was just chatting with May." He did his best to sound casual even though he just wanted to go find someplace alone to cry.

 

"Hope you don't mind I didn't wait. Mr. Iron Man, I mean Tony, said he would help."

 

"It's fine", he said easily and picked up some pieces. "Though I hope someone got pictures of Mr. Stark working with Lego's." He smirked.

 

"We did." Hawkeye and Natasha chorused.

 

"I'll have you know Legos are very creative and can require a lot of work." Tony said.

 

"We believe you, Mr. Stark." Peter said.

 

Tony rolled his eyes and continued to work. Peter and Ned were sent off to bed around midnight as there were more activities planned for the next day.

* * *

 

The next couple of days when much like the first few. They would do some stuff in the morning, usually the  stuff May wanted to do, like swim with dolphins, or visit the beach, because by midday May was out and had to go to the hotel. Peter did convince her to go on a few rides with him, which Ned only agreed to if another Avenger rode with him so Natasha and Tony took tuns so Hawkeye could ride with his kids.

It was the fifth and final day that was different. Happy came in to Tony's room early in the morning to let him know May wasn't feeling well.

Peter immediately went to her room and found her asleep. He went to brush her hair away and could feel how cold she was. He gathered a couple blankets and covered her with them. He kissed her temple and then sat down next to the bed and watched her breath.

Tony and Happy came in a little later, "Hey kid, a doctors going to come check on her. Make sure everything is ok."

"I think we already know it's not, Mr. Stark." Peter muttered.

"Still." Tony said. "You'll need to leave to let them check her. So come have breakfast and we'll check back."

"Is Happy staying?'

Tony and Happy looked at each other. Happy looked at Peter not sure how to answer, but went with his gut. "Yea kid I'm staying."

Peter gave a nod, "Ok then." He glared a little at Happy, "Take good care of her."

Happy nodded, 'The best."

 

They had breakfast then worked a bit on the falcon. Tony's phone rang and Peter stood up anxiously. '

"Your aunt is fine for her situation. They gave her some medicine to help give her some more energy, but she might rest a bit today.

Peter nodded, " I can see her."

"Of course." Peter hurried down the hall to her room and pushed the door open quietly to find May in Happy's arms crying against his chest her back to him. Peter just stood there not doing anything, until Happy's eyes caught his and he gave a small shake of his head. Peter hurried back to Tony's room. He could feel tears forming and he wanted to go be somewhere alone but they had the whole floor. Peter wiped his face and headed into Tony's room, hoping to hold it together, but for some reason the sight of Hawkeye, his wife and kids and everyone else being happy, when his world was falling apart pushed him over the edge.

"Excuse me." He said pushing by Ned and rushing out onto the balcony. He did his best not to sob loud but he couldn't help his grief. Tony left him alone for a few minutes, but eventually joined him and rested a hand on his back in support.

Peter wiped his eyes, head hanging down, "I'm not going to get six months am I?" His throat felt tight.

Tony squeezed his shoulder, "I'm really sorry Peter."

Peter couldn't stop the soft sob that escaped him. "It's only been two months. We we're supposed to have more time."

"I know kid, but sometimes we don't get what we should. But what you get is right now. She's not gone yet. You can still do things."

"She's getting weaker. More frail. I'm afraid my strength will crush her if I hug her too hard." he confessed.

"You won't."

"I could"

"But you won't kid. You love her too much to cause damage."

Peter swallowed hard. "Maybe."

"No. Definitely. You've never hit me once and you've had plenty of opportunity too. I've been there for multiple panic attacks and you always brought yourself back."

"I wish I could just hang onto her. Keep her here with me."

"I know. But as I said, you have right now. You know she's going kid. Tell her all you can and want to now. You won't get another chance."

"I know. But she wants everything to be normal. I want to give her that. " A pause. "This sucks, Mr. Stark."

Tony nodded, "This whole situation is hard, but in a way you're lucky. You know it's coming and have time to do stuff and say stuff you wouldn't otherwise get to. But I know you're grieving too and I want you to know you can come to me when it gets to be too much. "  
Peter swallowed and the wiped his sleeve across his eyes. "Thanks Tony."

"No problem Peter."

Peter went back inside to find May sitting at the breakfast nook eating a modest breakfast.

"Hey Peter, everything okay?" May asked as he sat down.

"It's good." He said with a smile not wanting to let her know he was feeling down.

May nodded and then changed the subject, 'I was thinking about teaching you poker tonight. Natasha, Hawkeye, and Happy are all in."

"You want to teach me to gamble?" He asked in mock outrage, "Is this the legacy your leaving me with?" He said with amusement in his eyes.

"I already let you drink so I figure might as well give you all the vices."

"You let him drink?" Ned exclaimed from where he was working on the falcon.

"It was one drink. Scotch. He almost spit it out." May said laughing.

"Did not."

May raised an eyebrow at him.

"Fine I thought it was gross and I nearly spit it out."

"You need some mad dog lots of fruit flavors; used to steal it in high school." Happy said.

"Stealing is bad Happy." Peter said with the straightest face he could manage.

"Well, I was in high school. All kids are idiots in high school." He said with a smirk

"Touche"  Peter said with a smile at Happy then turned to May, "Another list item"

She nodded, "Your Uncle taught me. He always wanted to take you to Atlantic city when you turned 21."

"That would have been fun I bet." Peter said wistfully.

May wiped her eyes and then smiled at Peter, "I bet Tony will take you."

Peter laughed wetly, his throat tightening again. "I bet he would." It took all he had to not end that with, "but it wouldn’t be you." Instead he just leaned over and kissed her cheek. Then with a smile said, "Finish your breakfast Aunt May, you have vices to teach."


	7. Somewhere Over the Rainbow by Israel Kamakawfwo’ole

**Summary for the Chapter:**

> A proposal and a wedding.

**Notes for the Chapter:**

> Not a medical professional, but some research done. All errors technical or grammatical are my own

They had returned to the tower two weeks ago. In that time a lot had changed. May and Happy we're practically inseparable, Peter having never been in love really didn't get it, but it made May happy, so he didn't say anything. He didn't however try to give them free time. When he came in from school, he still immediately went to see her. Happy was usually there. They played cards or other board games and In the evenings when they watched movies as part of May's idea to finish the IMBD top 100, May sat with Happy's arm around her and Peter would curl up on her side.

Unlike Peter, Happy did give them alone time. They'd started a personal project of recording all the stories of his parents and Ben and his courtship of May on video. Peter and May would talk for an hour or two each day going over stories and antidotes. It was Peter's favorite time with her undivided attention and hearing things about his parents he didn't know, or did know but liked hearing again.

 

So, his schedule was school, see May, homework, then dinner with Tony, sometimes Tony et al, then more time with May for stories then maybe time in the lab. It really was a pretty good schedule, but Peter had a different idea.

"Why can't I just do correspondence work? The school would consider May's condition and let me do that."

"No Peter." Tony said for the third time, "And keep asking and your losing lab privileges."

"I'm not using them that much anyway." He muttered.

"What was that?" Tony said swiveling around from the Iron Man helm he was working on. "Please share with the rest of the class."

Peter knew he should apologize, but at this point he cared more about getting his way. "I said I don't use the lab that much anyway. I still don't see why you can't just let me do classes from here. I need more time with May."

"Kid, we've talked about this, you're getting all the time you can get and have a normal-ish life. It's what she wants for you. It's bucket list item for her. She does not want you derailed because of this."  
Peter stomped his foot, "That's not fair, she isn't even my acting guardian now, you are. So, it's your opinion that matters."

"My opinion is her opinion. You go to school. You hang out with friends; you still spend time with your aunt. And since I am your guardian now, I feel I must inform you that if you continue to argue with me, I'll send you to your room for the remainder of the evening."

"But I haven't had time with May on our project yet today."

"Then I suggest you stop the tantrum and move on."

"it's not a tantrum." Peter pouted.

Tony just raised an eyebrow at him looking him up and down.

Peter realized he was very much in a pouting position straightened up with a sigh.

"Here, come work on this with me till dinner. May and Happy will be back by then."

Peter went over and the two got down to work.

 

When Peter finally got time with May that night, she seemed nervous. "I want to talk to you about something Peter." She said formally from where she sat on the bed dressed in her pajamas.

"Oh" Peter said taking a seat next to her.

"Happy asked me something today and I want to see if you're ok with this." She held out her left hand revealing a ring.

"He asked you to marry him?" Peter shrieked jumping to his feet.

"He did."

"Did you say yes?"  Peter couldn't believe this.

"I want to. I told him I'd check with you. "

"May, you've only known him a few months."  
"Sometimes that's all it takes"

Peter thought back on all their time together, it wasn't like he didn't know, but he had just thought with her dying it wasn't an issue. "I mean, I know he loves you and I guess you love him." He said sitting back down, "That makes him my Uncle?"

"He doesn't replace Ben. No one can do that.  Ben was a once in a lifetime thing, but with Happy it's different. I still love him, but it's not like with Ben."

"And Happy is ok with that?"

"He is."

Peter took a deep breath, "Can I talk to Happy?"

"He's outside waiting for you."

Peter nodded and went out the door finding happy leaning against the far wall. "Hey, kid." He said.

"I can bench press over 5000 pounds. I once caught a truck with my bare hands."

"So, if I hurt her, you'll hunt me down?"

"No," Peter said shaking his head. "I can do all that, but I can't save her, and neither can you. If you think marrying her,"

"God kid, no." Happy interrupted." I love her so much and I know she's dying." He took a deep breath. "That's why we want this to happen soon. So, we can enjoy the time we have left."

Peter nodded, "Fine, but Happy. I come first. I've known her since I was five, she's my mom in every way that counts, you don't get to keep her from spending time with me."

Happy nodded, 'I can do that Peter."

Peter swallowed hard, "One last thing, anything she has planned for," he swallowed hard, "for the end, you don't get to decide that. She does. We both do exactly what she wants. Got it."

"I do."

Peter nodded, "Good, then welcome to the family, Uncle Happy." He sing-songed walking back into Aunt Mays room.

"So, you're officially engaged." He said walking over to her and giving her a hug. "I think you and Happy, will be Happy."

She hugged him back, "Thanks Peter. This means a lot to me."

"So, when does this happen?"

"Saturday."

"What? May that's three days away."

"We told you it would be fast." Happy said from the doorway.

"Yea I just didn't expect that fast. But ok, Saturday. Can you get everything done?" Peter asked.

"Small and simple is what we are going for. Tony has a lot of connections for us." May said.

Peter snorted, "I'm sorry did you just use Tony and small and simple together there?"

"It will be fine Peter. I promise."  May said again.

Based on the smile on her face Peter knew that it would be.

 

Three days later he found himself standing next to Happy. He was a best man jr as Tony was Happy's best man, Rhodey on the other side. May had Pepper, Natasha and Scarlet on her side They all worse cream silk dresses and May's was the same shade with a belted waist. The flowers were daisy's her favorite. All the avengers were in attendance as was Michelle and Ned, since May let him invite guests.

 

As Peter half listened to Bruce officiate the ceremony, he tried to take in all the details. The dress on May was beautiful but really showed off how much weight she'd lost. She looked pale and her hair was thinning. She looked sick. Which Peter didn't want to see? She'd spent more time in bed the last few days, even as she was planning, but if he was honest with himself, he knew Pepper had planned it for May so she could have this day, when she wasn't able.

 

He noticed the looks between Pepper and Tony, the sly flirting they were doing thinking no one noticed. He could hear the heartbeats around him. Happy's a bit elevated from nervous excitement, but May's strong and steady. It was unfair. He heart was fine, peaceful about this marriage, but she wouldn't be here long to enjoy it. Peter did his best to keep it together. His brain chanting how unfair all this was. Unfair to May, Happy, himself, Tony, everyone involved being thrown into turmoil. Tony must have noticed because his flirting with Pepper stopped and a hand came to rest on his shoulder.

"Breath kid." He whispered in his ear. But as Peter realized he'd stopped breathing, he couldn't seem to catch his breath, until Tony gave him a hard smack to the back and Peter sucked in oxygen.

Everyone turned to them all.

"It's fine." Tony said, rubbing circles on the kids back while he tried to catch his breath.

May eyed Peter, but trusted Tony to handle it and they finished their vowels. Peter letter out a low whimper when they stated "till death do, we part".

When it was over Peter was pulled aside by Tony, "You ok kid." Peter shook his head know.

"How is this ok, Tony? She's dying in probably weeks and she's getting married. It's absurd, that's what it is. We're here now and next time we'll all be dressed up it will be her funeral."  Peter voice escalating in volume as he continued his rant.

"Kid, Pete, we’ve talked about this. It is unfair, but you can't change that. You can only control how you react to it."

"Now you sound like my therapist."

"Maybe, but she is helping you, I think. I'm glad you agreed to go."

Peter shrugged, 'Everything is falling apart around me, and I can’t do anything about it."

"I've been there kid and the best I can say is, it gets better. You just need to give it time and let your grief out in healthy ways."

Peter nodded, "Which was this?"

"I don't think you realized you'd have a panic attack during their vowels so I'd say it was as healthy as it could be."

"But I didn't know what to do.'

"But I did and as long as we're together it will be alight." Peter stepped forward and hugged Tony.

"I'm so glad you're here Tony. I don't think I could survive otherwise."

"You would kid. You're strong."

Peter stepped back, "Thanks. We should get to the reception."

Tony nodded and they headed inside. May and Happy we're dancing a waltz on the floor. She looked beautiful, but pale. When the song ended. She took a seat. "Can't believe how winded I am" She was saying to Happy as Peter and Tony walked over. "Used to be able to do that all night. How things have changed. Peter, " She said looking up at him, "Did I ever tell you about the time Ben and I took dance lessons?"

"Yes May. He ended up in a class of all girls."

May smiled, "He didn't let that stop him though." She smiled looking wistful Then a moment later, 'We should do toasts Happy. I'm sorry to say I'm tiring." Her smile was sad.

"Of course," Happy said. He grabbed his Champagne glass and then clinked his fork against it a few times.

"I just want to say today has been a great day. Better than the day we envisioned. My relationship with May, proves that no matter where you are at in life, love can find you. I love this woman with every fiber of my being, and I will do so for whatever time we have left." He then lifted his glass, and everyone clinked there drinks together.

May took a deep breath and then pushed herself up, wobbling as she tried to stand. Happy moved to help her but she shook her head. "It's ok Happy. I can do this alone." He nodded and started to step back when she grabbed his hand, "But I don't want to. Isn't that what marriage is all about, sharing your whole being with someone who wants similar things to what you want. We haven't known each other long, but we have similar outlooks on life. My love for you has grown from companion to friendship to love and I'm so…." The words were cut off as May started to seize and fall to the ground. Her glass went first shattering across the floor and Happy who had a hold of her hand was able to do a partial catch to keep her from landing in it.

Tony yelled at Friday to have the med team ready and happy scooped her into his arms and hurried after Tony to the med bay. Peter was right along with them. Happy moved her to a gurney and laid her down.

"Is she ok?" Happy asked. "She started to seize and then was falling. She was fine before that."

"We need you to exit the room why we check on her."  
"Can you just tell us she'll be ok?" Happy sounded devastated, "She's my wife."

"I'm sorry sir, you all need to leave the room. We'll let you know what we can soon."

Tony tugged both Peter and Happy from the room. Happy sad down on a bench, Tony beside him with one hand on his shoulder.

Peter paced the hall. "This is because she was tired right? She pushed too hard. This isn't…?' He couldn't finish the thought.

"We don't know Pete." Happy said tiredly.

"Come on underoos, sit with us for a bit."

"I can't sit. Too nervous. This is new. I mean I've not seen her have a seizure; this is just another symptom of her cancer. Something we can do something about?"

Tony and Happy looked at each other. Happy took a deep breath, "She had one in Disney World. The day she was sick."

"Oh" Peter said and deflated into a seat next to Tony.

"Sorry kid, she didn't want you to know."

"Well I don't want her to die." He snapped, then immediately apologized. "Sorry. I'm just worried." Tony's hand came up to squeeze his neck. "I know. Just try to stay calm. We’ll know soon enough."

Peter sighed and rested his head on Tony's shoulder. All they could do was wait. 


	8. Supermarket Flowers by Ed Sheeran

**Summary for the Chapter:**

> Aunt May passes, those around her grieve.

**Notes for the Chapter:**

> Not an expert.

Peter practically jumped from the chair when the doctor came out of Aunt May's room. He wasn't the only one Happy was also on his feet and Peter knew for better or worse they were in this together.  
"How is she?" Happy asked.

"We've done all we can to make her comfortable. The seizures are caused by metastasized legions in her brain. She's unconscious now. I'm sorry to say we aren't sure when or if she'll wake up."

Peter felt sick. While Happy let out a chocked noise that caused Tony to put a hand on his shoulder.

"Can we see her?" Peter asked.

"Of course. If she seems to be in any pain, please let us know. It really is about keeping her comfortable now."

Peter let out a jerky nod and him and Happy headed in together. There were a few chairs around and they both grabbed one and moved to sit by her bedside. Peter let happy be closest and hold her hand for now. They had just wed.

"Hey May." He said softly. "You're my wife now." He said chocking on tears. "I can't tell you how happy you've made me. I'll never forget this day. You we're beautiful. Always will be." He said stroking a hand down her face. "The kids here too. I'm sure he has a lot to say as well."

Peter leaned forward. "Hey May. Your wedding was beautiful. I really enjoyed being a part of it. I wish," He trailed off, he wished so many things: that she was able to enjoy her wedding day, that she wasn't leaving him, that he wasn't watching the man who was now his uncle break down beside him. "I love you Aunt May." He settled on and then sat back in his seat.

Happy and him sat there for several hours with no sign of her waking. The other Avengers had been in an out asking how things but being respectful of the atmosphere.

Happy finally decided to go change. Rhodey came in to sit with Peter as Tony was going to talk to Happy before he came in.

"Hey Kid." Rhodey said coming into the room. "How are things?" He asked nodding at the bed.

"Same." Peter said.

Rhodey nodded and came over to sit next to Peter, who had taken up Happy's vigil holding May's hand.

They sat in silence for a few minutes then Peter looked over at Rhodey "Rhodey?" He said softly.

“Yea Kid?” He said.

“Are your parents still alive?”

“My dad died ten years ago, but my mom is still alive.”

“You should call her.” Peter said chocking up.

“I should.” Rhodey nodded.  At Peters look, he said firmly, “I will.”.

More silence. “I think I need a break.” Peter said.

Rhodey nodded, “Sure kid, I’ll stay with her.”

“Thanks, Rhodey.”

Peter walked over to the bed and leaned down kissing his Aunt’s cheek. “I love you Aunt May.” He choked out and then headed out into the hall. Any time he left the room he would say this to his Aunt fearing she wouldn’t be here when he got back.

Peter walked down the hall headed towards his room to change. "Just the kid I was looking for." Tony said walking up beside him. 'How you are holding up?"

Peter bit his lip, eyes watering, his hands came up to cover his face as he began to sob. "I can't do this; I can't do this. I can't I can't I can't."  
 

Tony enveloped him in a hug. "Shhh, it's ok. You'll be ok. We'll get through this. I'm here."

It was several minutes before Peter could pull himself into any semblance of normal.

Peter shook his head. ‘No.” He said, tears still slipping down his face, “I can’t believe this is happening again. It’s so much worse than Uncle Ben or my parents, because I must watch her go. She’s just disappearing right in front of me and I can’t do a damn thing about it.” A sob chocked him, and Tony instantly pulled him back into a hug.

“First off, language,” He said, “And secondly I can’t say how sorry I am Peter. I know this hurt, losing a parent will always hurt and you’ve lost more than most. But you still have people here. People who want to help and who love you. We'll bring you back kid. You will get through this”

Peter gripped Tony a little tighter. "Thanks Mr. Stark." He sniffled.

“Come on." Tony said tugging him towards his room. "You should change, then maybe rest a bit before heading back in."

"I don't need to rest." He said but he knew Tony would make him.

"Happy's with her. This should be their wedding night. Give him some time to be with the woman he loves."

"Ok." Peter said wiping his eyes. "But no more than a couple hours, Tony. I don't want to miss anything ok?"

"Ok." Tony said. And kid, "I'm serious. I’ll do anything and everything I can to make this better for you.”

Peter turned back his hand on the doorknob, ‘You took us to Italy and Walt Disney World Mr. Stark, both things she wanted to do with me for a while.  You’ve taken us both in and set her up with the finest medical care knowing we can never repay you. You’ve done more than enough already.”

“Not enough kid. I still don’t have a cure.”

Peter swiveled around looking up at Tony. “That’s not your job Mr. Stark. I’m so happy you have been trying, but I’ve seen her, and I don’t think that’s going to happen.” He choked on a sob. “I’ve tried so hard to not give up hope to believe she’ll come back from all this, but it’s obvious that she won’t. I heard the doctors talking and they said days. I was supposed to get six months and it’s only been almost three. This isn’t fair at all.” Peter dissolved into tears again and Tony pulled him back against his chest rubbing his back as he cried it out.

Peter cried for a few more minutes and eventually was almost asleep against Tony, who scooped the kid up and carried him to the couch in the lab. He covered him up, dimmed the lights then went to work on his latest gadget.

It was a few hours later, when Tony woke Peter, “He kid, Pete, you need to wake up.”

Peters eyes opened slowly, “Mr. Stark?” he mumbled.

“Yea kid it’s me. You need to go see your Aunt.” He said softly.

Peters stomach dropped, not needing to be told what this meant. He nodded and then got out of bed and followed Mr. Stark out of the room and down the long hall to the room of his Aunt in the medical wing. As they approached, he saw Cap talking to Hawkeye and Falcon. Widow was leaning against the wall one leg bent against it. She looked hard like she was bracing herself against something. Scarlet had tears streaming down her face, though she was trying to hide it. Happy sat on one of the couches not trying to mask tears. Peter swallowed hard and headed into the room. Just inside the door he stopped. He could hear her breathing stuttering and struggling.

She can’t breathe.” Peter said something in his chest catching.

“She has oxygen on, but we can’t do anything more.” Tony said behind him.

Peters hands began to shake as he walked forward.

“This is it, then?”

“Fraid so kid.” Tony said voice strained.

“Can I be alone with her?”

Tony hesitated then said, “Rhodes and I will be right outside the door, you have five minutes.” Rhodey stood up from where he’d been waiting with her and gave Peters shoulder a squeeze on the way out.

Peter nodded as the man left. Then turned to his Aunt. He pulled the chair right up to her bed and grabbed her hand with one hand and began to wipe tears with the other.

He wasn’t sure what to say now that they were here. What would she want to hear… to know?

“I love you Aunt May. You were one of the best things to ever happen to me. You and Ben.”  A breath. “I just, love you so much May.” Peter couldn’t bring himself to say anything else, just sat next to her stroking her hand and hair. A few minutes later Tony came in.

“The doctor wants to check her. See if we can’t make her more comfortable. But he needs the room kid.”

Peter nodded, and stood, but couldn’t let go of her hand.

“Peter.” Tony said softly, “You need to let go.”

Peter bit his lip and nodded, but still couldn’t let go. He looked at Tony helpless in his grief. Tony came over and slowly unwrapped Peters hand, wrapping it in his own then led the kid into the hallway and sat him on a bench. Peter just starred at the ground, unable to do or feel anything more. The doctor came out a few minutes later and spoke to Tony, but Peter didn’t hear it.

Tony came over and crouched down in front of Peter, “Hey kid, I know this is hard, but,” deep breath, “they want you to tell her it’s ok to go. Sometimes when something like this happens, the patient holds on because they want to know you’ll be ok. Happy has already spoken with her. Do you think you can do that?”

Peter swallowed hard.” How can this possibly be ok?” He whispered.

Tony sighed, “It’s not kid, but she needs to hear it. I know your brave enough to get through this. I’ll go in with you.”

Peter just sat there, “I can’t do this Tony.”

“You can Peter. I’ll be by your side.”

Peter swallowed hard around tears, then braced himself and headed back into her room.   The Avengers were scattered around leaning against different walls, like they were making a way for him. Happy stood by the door, he gave Peter’s shoulder a squeeze. “You can do this Peter.” He said softly.

Peter choked on a sob then, stopping in the doorway. Tony put his hands on both of his shoulders from behind him. “You’ve got this kid.’ He said gently. “We’re all here with you.”

Peter felt like that wasn’t true. They might all be here, they might all love his aunt, but they weren’t the ones walking into her room and saying good bye to the only family he had left. He remembered saying good bye to Ben. He remembered saying good bye to his parents. This was so different. So final. She was the last Parker. Or next to last. He had himself. He thought then of all the things he’d done so far in his life, all the hard times, the grief and the pain. And he’d survived. In this moment he knew he’d get through this too. He squared his shoulders, shrugging Tony off in the process and with purpose crossed the room.

He sat back in the chair he’d been in and took her hand again. He took a deep breath and put a small smile on his face with, “Hey Aunt May. I just want you to know that I’ll be ok.” He stroked her hair. “Tony is going to take the best care of me.” He paused. “It’s always been you and me. You were there after my parents died, then with Uncle Ben, you found out I was spiderman and you made it work. I’ll always love you for that. I’m sorry you won’t see me go to prom. I’m sorry you won’t meet your grandkids, but if I have a girl her name will be May.” He swallowed hard. “I know I never called you Mom, but that’s what you were for me. “Taking another deep breath, he said quietly, “It’s ok to go. You deserve to be with Ben, and my mom and dad. I’ll be ok.” He reiterated. “Losing you hurts so much, like life is leaving my body. But I’m resilient. All the avengers say so. So, you can go in peace, knowing you did your absolute best raising me.” He choked again on sobs, kissed her forehead for the last time and beelined out of the room and started down the hall. Tony caught up with him by the end of the hall, pulled him around into a crushing hug.

“Shhh, you’re ok, it’s ok, you did so well. I’m so proud of you.” Tony kept talking whispering soft comfort as Peter shook badly in his arms, then broke into loud horrible sobs that made the waiting Avengers cringe in sympathy. Peter’s knees buckled and Tony lowered them to the floor. Stroking the kid’s hair.

Peters tears had barely stopped when Steve approached cautiously to advise May was gone. He then went back down the hall giving them some privacy. Peter wept more then, feeling like his tears may never end. But they did and Tony pulled them over and leaned them against the wall, Peters head dropping onto the man's shoulder.

“This suck.” He mumbled.

“It does.” Tony said. ‘But I promise you will get through this, just like you have.”

“How many times do I have to do this? When am I done Tony?”

“Unfortunately, you’re never done Peter, but you’ll have family with you. The ones you make with friends and the one you make on your own, with a wife.”

Peter sniffled. “I should call Ned and MJ.”

“If you want to kid. I can have Pepper or Natasha call.”

Peter choked on a laugh then. “Black widow calling Ned, he’d have a fit. Is it wrong I want to say yes just to see his reaction?”

“Knew I could put a smile on your face, even just for a second. I’ll have Pepper call ok?”

Peter nodded having no desire to move, but a strong desire to sleep. His eyes started to close as Tony played gently with his hair. The next thing he remembered is the sensation of being lifted and then being laid down, a blanket coming over him and lips gently touching his forehead, though he thought for sure he dreamed that last one.


	9. World Spins Madly On by The Weepies

**Summary for the Chapter:**

> The Funeral and the End

**Notes for the Chapter:**

> Thanks to everyone who read this and to those who reviewed. I'm not sure I'm satisfied with the end, but I think it works.

Peter had thought that with all the tears he cried,since finding out his Aunt had cancer the funeral would be a river. Instead Peter found he didn't feel anything. Perhaps there were no more tears to cry. In the days leading up to her funeral, two to be exact, he had walked around crying at random moments. Maybe he was just done crying - which felt disloyal because his Aunt had been his lifeline all these years and now, she was gone, and he stood by her grave site with no tears to be found.

The funeral was small. The Avengers, Pepper, Happy, Michelle and Ned's parents, plus them. Her coworkers had sent a beautiful wreath, but none had shown. The day was overcast which seemed perfect to Peter. Matched his nothing mood. Michelle squeezed his hand as the preacher spoke and Ned gave his arm a squeeze.

Before he knew it, he back home, a feast spread out before them. Tony had spared no expense for an after-funeral meal, but everything seemed to taste like sawdust, so Peter didn't eat much. Ned, Michelle and he ended up on the balcony.

"Are you ok?" Ned asked.

Peter looked at him, blinking, like he didn't realize he was there. "I'm not sure." He said quietly. "She’s gone and I just feel nothing. I've lost everyone Ned. I'm the last Parker. I don't know what to do with that."

"When you have kids, you'll pass the name on." Michelle said.

"If I have kids you mean. I was bit by a radioactive spider, it had consequences, that might be one of them."

"Oh Peter." Michelle said in sympathy then added softly. "You can always adopt."

"Maybe. What if I don't live that long? I have a very dangerous hobby."

"You could always stop." Michelle said.

"You can't stop. You’re a superhero." Ned protested. "You don't just stop doing that."

"Maybe not stop then." Michelle said, "Just take a break. Live like a normal teenager for a while. You've done that while she was sick."

"Yea with the intention of going back when it was over. So, I just blow it off now?"

"There you are." Tony said walking onto the balcony. "I wondered where you three got off to. Everything ok out here?"

"Fine Mr. Stark." He said then cringed. "I mean Tony." He sighed, "I don't know why I've started that again. You've been Tony for months."

"Actually, I haven't." Tony said stopping in front of him.

"What?"

"You have a tell. If you feel comfortable, safe, etcetera you call me Tony. Otherwise I'm Mr. Stark."

"Oh." Peter said blushing slightly. "I didn't know."

"It's ok." Tony said reaching up and brushing a piece of curly hair from his forehead. "You've been through a lot. I expect there to be bumps."

Peter nodded jerkily with a lump in his throat, wondering how he couldn't shed a tear for his aunt today, but Tony being nice to him seemed to be his undoing.

"Come here kid."  Peter accepted the tight hug, wrapping his own arms around Tony and letting the tears finally fall.

When he finally stepped back, wiping his tears with his sleeve, he looked around to see Ned and Michelle had headed back inside.

"Are you doing ok?" Tony asked. "I noticed you haven't eaten yet."

"I'm not really hungry."

"I can imagine, but with your metabolism you can't really miss a meal. If you want, I can get you one of Caps protein bars, it will keep you satisfied."

"No offence, Mr. Stark, grrr I did it again, those are gross compared to real food."

Tony chuckled. "Then eat something, kid."

Peter nodded with a smile, "I will. I will." And they headed back inside.

 

He made it through the day, thanks to Tony making sure he ate and had a safe place to be when he needed it. It had been hard watching Happy, who had just gained a wife to lose her. His grief seemed to catch Peter off guard because he hadn't realized till now how much Happy loved his Aunt. He'd known they were in love, but the depth of it was only known now, in watching him grieve.

 

Tony had told him as it approached one am to head to bed. He was now lying in his bed staring at the ceiling unable to sleep.  His conversation with his friends playing on his mind. The last couple months, he hadn't been spiderman and he had missed it, but not enough to give up the time he had with his aunt. Now felt like the right time to go back to it, but he wasn't sure he should. Sighing, he checked the clock. 3 a.m. He sighed and climbed out of bed and headed for the kitchen. He was making himself a bowl of cereal when Tony came in.

 

"It's not morning yet." Tony said leaning against the counter.

"Can't sleep. Thought a snack would help."

Tony nodded and moved to make himself a glass of water. "It was a tough day."

Peter took a deep breath. "I'm not sure I want to be spiderman anymore."

Tony raised his eyebrows. "Nothing would make me happier then knowing you weren't always out putting yourself in danger, but I know how much you love being spiderman, so what gives?"

"I don't know. Aunt May wanted me to be a kid. She accepted Spiderman, but she wanted me to have the chance to grow up with all the weight not on my shoulders. You probably do too."

"As I said before, you're not wrong. But you've said before, the city needs spiderman and I think that's true."

"They haven't the last couple months."

"An avenger has been watching over the city since you stepped down. Not to pressure you, but Avengers are meant to be doing bigger things then watching the city. They watch the planet."

Peter sighed, "I don't know what to do Mr. Stark. She wanted something different for me. I still want to be spiderman, I just don't know how to be both."

Tony stepped up beside him and put a comforting hand on his shoulder. "You and I are very smart people. We can find a way to make it work. Maybe you're spiderman half the time you were before. Maybe you make school and friends a higher priority to spiderman. I know you turned down parties, extra curriculars all because of spiderman, but you could not do that now."

Peter took a breath. "I could do that. Not sure why I didn't think of it before."

"Not like you had anything else on your mind the last few months.'

Peter sighed. "I can't believe she's gone. I keep expecting her to be here. To tell me to put away my shoes or go to bed or just say I love you."

"That doesn't go away overnight. You need time. Which you have. Spiderman can wait a while longer."

Peter nodded.  "Ok."

 

Tony was right, it did take time. Nearly six weeks later Peter was crouched on top of a building, preparing for his first night out since before May was sick. Looking up at the sky he could see the stars clearly for once. “May, if you're out there, I hope you’re still proud of who I am and who I’m becoming.” He took a deep breath, “I love you.”

With that Peter leaped.


End file.
